Jay Backstrom
AGIOS PHARMACEUTICALSAbout Jay Backstrom
Jay T. Backstrom, M.D., M.P.H., is a non‑employee, independent director of Agios Pharmaceuticals appointed effective July 8, 2025 and designated a Class III director with a term through the 2028 annual meeting. He is a seasoned drug development leader with deep regulatory expertise, having served as President & CEO of Scholar Rock, EVP of R&D at Acceleron Pharma, and Chief Medical Officer and Head of Global Regulatory Affairs at Celgene. Age was not disclosed in Agios filings; education credentials include an M.D. and M.P.H. as stated by Agios. He serves on Agios’ Science & Technology Committee; the company disclosed no related‑party transactions involving him at appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scholar Rock | President & Chief Executive Officer | Most recently prior to July 2025 | Led strategic pipeline review; advanced SMA program through Phase 3 and regulatory filings in U.S./EU. |
| Acceleron Pharma (acquired by Merck in 2021) | Executive Vice President, Research & Development | Prior to 2021 | Senior R&D leadership; contributed to pipeline progression. |
| Celgene Corporation | Chief Medical Officer & Head of Global Regulatory Affairs | Prior executive tenure | Key role advancing programs to regulatory approvals in beta thalassemia and myelodysplastic syndromes. |
External Roles
| Organization | Role | Status |
|---|---|---|
| Not disclosed in Agios appointment materials | — | No current external public company directorships were disclosed in Agios’ 8‑K or press release. |
Board Governance
- Appointment and classification: Elected July 3, 2025; effective July 8, 2025; Class III director until the 2028 Annual Meeting; successor to serve until duly elected and qualified.
- Committee assignment: Member, Science & Technology Committee. Committee chaired by Dr. David Scadden; met 3 times in fiscal 2024. Responsibilities include oversight of R&D strategy, pipeline reviews, and scientific aspects of business development.
- Independence and conflicts: Non‑employee director; company disclosed no transactions requiring Item 404(a) related‑party disclosure at appointment.
- Board attendance baseline: Board met seven times in fiscal 2024; each then‑serving director attended ≥75% of board/committee meetings. (Backstrom joined in 2025; 2024 attendance baseline informs cadence.)
- Indemnification: Entered into standard director indemnification agreement consistent with other Agios directors.
- Governance infrastructure: Charters exist for Audit, Compensation & People, Nominating & Corporate Governance, and Science & Technology committees; posted on investor relations site.
Fixed Compensation
| Component | Amount | Notes/Terms |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid $12,500 per quarter for board service. |
| Science & Technology Committee Member Fee | $7,500 | Paid $1,875 per quarter for S&T committee service. |
| Expense Reimbursement | Reasonable travel/other expenses reimbursed | Per non‑employee director compensation policy. |
Performance Compensation
| Award Type | Grant Basis/Value | Exercise Price | Vesting Schedule |
|---|---|---|---|
| Nonstatutory Stock Options | Black‑Scholes value of $472,500 at grant | Equal to closing price on Nasdaq on Effective Date (July 8, 2025) | 25% on first anniversary, remainder monthly over 36 months, subject to service. |
| Restricted Stock Units (RSUs) | $157,500 divided by closing price on grant date (share count determined by formula) | N/A | One‑third on each of the first, second, and third anniversaries, subject to service. |
Performance metrics tied to director compensation: None disclosed; director equity grants are time‑based (no PSU/TSR conditions).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | Company stated no transactions requiring Item 404(a) disclosure at appointment; no interlocks disclosed. |
Expertise & Qualifications
- Regulatory and clinical development leadership across rare diseases; track record advancing programs to approval (Celgene approvals in beta thalassemia/MDS).
- Senior R&D operating experience (Acceleron EVP R&D) and CEO operating experience (Scholar Rock), relevant to Agios’ focus on PYRUKYND and rare disease pipeline.
- Scientific and strategic acumen aligned with Science & Technology Committee oversight of R&D and enterprise risk in research areas.
Equity Ownership
| Item | Details |
|---|---|
| Initial beneficial ownership (Form 3) | Filed July 10, 2025; event date July 8, 2025. Remarks: “No securities are beneficially owned.” |
| Granted equity (effective July 8, 2025) | Options with Black‑Scholes value $472,500; RSUs equal to $157,500 divided by closing price. Time‑based vesting schedules as above. |
| Hedging & pledging | Company policy prohibits hedging and pledging by directors and employees. |
| Stock ownership guidelines | Non‑employee directors must own shares worth ≥3× annual cash retainer; 5‑year phase‑in from first being subject to guidelines. (Backstrom becomes subject upon appointment.) |
Insider Trades
| Form | Filing Date | Event Date | Subject | Key Disclosure |
|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | July 10, 2025 | July 8, 2025 | Jay T. Backstrom | “No securities are beneficially owned.” |
Governance Assessment
- Strengths: Significant regulatory/R&D expertise adds depth to S&T oversight; appointment to S&T committee is a strong fit for Agios’ pipeline‑centric strategy.
- Alignment: Director pay combines modest cash retainer with multi‑year, time‑vested equity; ownership guidelines require 3× retainer within 5 years; anti‑hedging/pledging policy supports alignment.
- Conflicts: Company disclosed no related‑party transactions under Item 404(a) at appointment; standard indemnification in place.
- Watch items: Initial Form 3 reported no ownership; alignment will increase as RSUs/option tranches vest; attendance data specific to Backstrom not yet available in filings (board meetings cadence noted from 2024 baseline).
- Compensation governance context: Independent consultant (Aon) advises on director/executive compensation; strong say‑on‑pay support in 2024 (94% for NEO compensation), indicating shareholder confidence in pay practices.
No red flags identified at appointment: no related‑party transactions, no hedging/pledging permitted, and director compensation structured with time‑based equity and standard vesting. Continued monitoring should track equity ownership build vs. 3× retainer guideline and any future committee changes or external board roles.